Ultimate SpiderMan: Heroes Never Die
by Angelus-v1
Summary: Ultimate Spider-Man never died, it was just a Shield cover story following the events of his "Death" to the world. Now he's back but how can he go back to the life Shield took away from him?
1. Chapter 1

Ultimate Spider-Man: Heroes Never Die

Part one

Pain. All he felt was pain incasing his entire being. Muscles refused to move and his eyes refused to open, leaving darkness as the only comfort for him among several mumbled voices that were slowly becoming clear.

_Ugh, where am I? Why can't I move?_

He knew time had passed but didn't know how much. Slowly, the voices around him increased in volume from a mumble to almost where he could distinguish the gender of each voice.

"Give me a breathing tube."

_Breathing tube? _He felt his mouth open and a plastic object being inserted down his throat. Another object was inserted into his nose and it felt as if a cool breeze was being passed from them into his lungs.

"Breathing tube in. Pulse rate is 137."

"BPs 177/135."

"We need to get it lowered ASAP. Kid maybe strong but I doubt his heart can take much more if we don't do something now."

_What's…what's going on?_

His eyes opened involuntarily and without warning as a small bright light was shot into one then the other. It was his first time seeing the world since being embraced by darkness and could not make out anything other than semi formed shapes through newborn-like eyesight with bright circular lights moving behind them. The moment his eyes shut, feeling came back to him. Now instead of only lying still, he felt as if his body were moving quickly over a smooth surface as hands ran up and down his body with sharp needle pricks occurring every so often. He could feel the cool air whisk over his torso, an indicator that he was without a shirt.

"Alright, we need to prep him for surgery."

_Surgery? What's happening, where am I? _He still couldn't tell where the voices came from or who was making them. They all sounded the same as he felt something slip over his nose and mouth and once again slipped into unconsciousness.

"Bio readings show he's unconscious again. Alert Agent Danvers that we've got him. Peter Parker is alive."

It wasn't until much later when he awoke. His eyes fought to stay closed and he could feel the effects of a powerful pain killer in his system. A dull throb could be felt on his right side but wasn't at all painful; however, he still had no control over his muscles and had no choice but to lay still with his eyes remaining shut. It was torture to not be in control of his own body but he had no choice in the matter.

"Can you believe this man? They're still reporting Spider-Man's dead." A man sat in a chair across from where Peter rested was busy talking into his cell phone with the TV on mute and his feet propped up on a desk. His dark blue scrubs had an eagle emblem on the left chest with the word Shield printed under it in large bold letters.

_Dead? I'm not dead. What's going on? _This time he could tell it was a man's voice as he spoke. As for Spider-Man being dead, that didn't make any sense whatsoever. Those whom he heard talking around him obviously knew he was alive so why did everyone else think he was dead? He fought to open his eyes but failed as every muscle in his body ignored their orders, forcing him to remain where he was at for the time being. Besides that little inconvenience he could hear a steady beeping nearby in rhythm with his breathing, which he realized was not under his control either.

"So, how is our patient today?" This time a vaguely familiar woman's voice came near him. It sounded as if she was directly beside him. "Is he making positive progress or is it otherwise?"

Again the man spoke, "He's slightly better but still needs to remain in ICU."

"How severe was the trauma he suffered?"

"Very. A normal human being would have undoubtedly have died if not for any enhancements. The bullet wound was enough on its own but combined with everything else he has sustained it was nearly too much."

_Normal? What do you mean by normal? What's going on?_

"Okay," the woman said. "Well, it's been two weeks since the funeral and he's not showing any strong improvements. There's only one option left available, use the suit."

_The suit? What the hell?_

"But, Ms. Danvers..." The man's voice sounded both nervous and surprised at her order.

"It was Fury's orders should this happen. He had a soft spot for the kid. Wanted to make sure he was watched over and taken care of above the others."

_Fury? Nick Fury? And… Carol Danvers?_ Those names struck a chord with him. They were two of his least favorite people in the world.

The male agent stood from his seat and approached Carol. "Why?"

"Like I said, soft spot." The woman stepped closer to the prone Peter and brushed a strand of hair from his face. "Take him to the Shield medical cells below and notify me when you get the suit on him. I want to know if Fury's precautions were worth the trouble."

"Yes Ma'am." The Shield agent saluted and headed out of the small ICU room Peter was in as Agent Danvers stayed behind.

Even though his eyes still wouldn't open, he could feel someone's face extremely close to his and could feel the air exiting their nostrils. "You're very fortunate Mr. Parker. We could have left you in county to die," Agent Danvers spoke forcefully in his ear. "Let's just see if you're as special as Fury thought you were."

-Sometime Later-

No pain could be felt. No mumbled voices could be heard. The only sensation he felt was cold with the only sound being the beating of his own heart. His muscles still refused to move but he was now more aware of what was around him as if invisible tendrils reached out to "feel" everything around him. Dark blurs moved before a white background which was slowly coming into focus. Again he could hear the familiar voice of Carol Danvers as she spoke to several people around her only this time it was muffled as if something was covering his ears.

Approaching where he was, she kept her distance but was close enough to where he could just see her face. Donned in a black suit with a tie the Scully wannabe looked him over before turning to someone several feet behind her. "Is he ready?"

"As ready as he'll ever be," came a male voice. "System checks show every wound is completely healed and all vitals are at their highest levels. We are ready to proceed with suit removal."

"Do it."

The first thing that occurred was a soft humming that grew in volume, causing his vision to blur again. Now seeing three of everything, he clinched his teeth as the coldness left him, making him feel as if his own skin were melting off. That was when he felt his body weight for the first time as he slumped towards the ground and a black tar like substance flowed into a drain nearby only to appear in a container beyond where he was.

Looking around, he wearily moved his head about. Carol Danvers stood just beyond a blue light wall. He had been behind one before. It was an energy field that kept him from leaving his three walled cell, which hadn't changed at all. A single light was embedded in the ceiling, a small bed was mounted to the wall, and a small sank sat next to a toilet, which was all that was with him in the small confines.

"Where, where..." The room swirled around him as well as Carol Danvers. He remained on hands and knees trying to suppress the feeling to regurgitate.

"Easy, Parker," Carol said. "The nausea will pass. Welcome back to the land of the living."

Slowly, Peter Parker lifted his head with a look of anger and confusion on his face.

To be concluded…


	2. Chapter 2

Part 2

For the past few minutes Peter Parker had been looking up at the nonmoving Carol Danvers. He didn't move or say a word, only stayed in place behind a pale glowing blue wall that separated him from the outside world.

Since the removal of the black suit, his mouth salivated from the want to regurgitate, which was slowly becoming a fleeting feeling. The room had stop spinning with singular objects taking shape as he stared at the woman before him with a large laboratory filled with monitoring equipment behind her.

"Where am I?" Peter asked.

"You're in a Shield laboratory in the Triskilian. For the last several months..."

"Months?"

"Stay with me Parker. For the last few months, you have been in our custody since you were involved in a battle with Osborn in his goblin persona. You were shot, and later killed while saving your aunt."

"Aunt May?" A distant look took over his face as he remembered that night. "What happened her? To Mary Jane? What did you do to me?"

"We saved your life is what we did. You weren't actually dead. You just had low vital signs that put you on the verge of death. What your aunt had buried was a genetically altered individual we had acquired that was made with your DNA."

"A clone?"

"You have Otto Octavius to thank for that. We kept one in storage for further study. As for you, we snuck you out from the county hospital and replaced your very live body for that of the deceased clone. We have agents everywhere you know."

Peter shut his eyes, digesting everything Carol Danvers had told him. He could still see the pained look on his aunt's face and could feel his heart crack at the memory. Mary Jane's painful expression made it break out right. "Just let me go."

"I can't do that," Carol told him.

"I promise I won't be Spider-Man anymore just, just let me go home. Please, I just want to go..."

"You're not going anywhere, Parker."

"Why can't you people just leave me the hell alone!" Peter rushed the electric field, forgetting about what would happen to him should he touch it.

With a massive jolt he shot backwards and crashed into the far side wall. His hands sizzled and his flesh stung from the electronic powered wall. Once again his muscles refused to move for a few agonizingly long seconds. It took a great deal of effort just to rub his head and move to a sitting position.

"It should go without saying but, you shouldn't do that," Carol told him rather blandly. She took a step closer and squatted down close to his eye level. "Legally, you are dead, which means you have no life unless you're within the confines of these walls. As for your little Spider-Man Persona, there is a new player in town who's picked up where you left off."

Peter looked at her from where he sat. His hands had stopped stinging from the shock he had sustained. With an expression of hopelessness and confusion, he looked back at the Shield agent.

"You belong to us. There's not enough room for two Spider-Men so you have a choice; you can work for us in secret or you can spend the rest of your days behind a blue electric screen. You're the only one that matters. The choice is yours Parker and remember; I'm not Nick Fury; there is no middle ground with me."

Staring at her silently, Peter stood up slowly not bothering to move closer or to sit on the bed. "I just want to see my aunt and friends."

"Broken record," Carol said with a sigh. "I'll make a deal with you. Work for us and I promise I'll let you see your family. Other than that, any other questions?"

"I can see my family and friends?"

"Yes."

"I can show them I'm alive?"

"In time Parker. I just need to know if you're a team player or not."

A momentary stare down occurred between the two with neither looking away. "Fine," Peter said. "But one question."

"What is it Parker?"

"You mind getting me some clothes, you perv? Or should I walk around here like this?"

"Considering we have to journey across the building to begin your training and there are a number of female agents walking about, clothes would be a wise choice. They need to concentrate on their skills, not on what you're packing. Not that they haven't seen it. You should be glad though. All the female agents want to work with you."

Peter's face reddened from her words.

It took longer than he expected but Peter soon found himself standing beside Carol Danvers in a shield testing facility. Now wearing a pair of gray cargo pants and a black regulation Shield T-shirt, he stood before numerous battle suit and weapons mounted on walls with large oversized lockers situated in uniformed rows in the center of a large combat ready room. In the center sat a darkened clear glass chamber the size of one of the lockers.

"As a member of Shield," Carol told him. "You will be given a Shield regulation uniform as well as a tactical field battle suit that will be designed specifically for your abilities."

"Why can't I just wear my old costume?"

"Because, like a said, there is a new Spider-Man in town. He's a little rough around the edges and has a hell of a lot to learn. As long as he goes by that moniker you will not be wearing your silly little costume again. Instead, you will be wearing this."

Pulling out a remote, Carol pressed a button to turn on a bright light within the chamber which illuminated a dark red and dark blue suit similar to what Peter used to where. "This is something Fury had created for you when you turned eighteen."

"Happy freaking birthday to me," Peter mumbled.

Carol looked over at him with an annoyed expression. The gesture made Peter look away. "It's more durable than the one you wore. A synthetic material that the public knows as Dragon Skin can stop small arms fire with ease. This is a more advanced version of the material. Your mask is equipped with night vision and a built in air filter. As for your little squirt guns, we've replicated them here in our lab to the same specifications as the ones you wore with the adhesive solvent as well. "

"You mean web shooters and web fluid," Peter corrected.

"If you want to be juvenile about it, fine. The suit also has a function scanner that will relay to us your pulse, heart rate, stress levels and so on."

As Carol described everything the suit did, Peter looked it over. The blue was borderline black and the crimson was a dark blood red, completely different than the bright colors he once wore. Gone was the belt design with the red torso piece covering the shoulders with yellow Shield symbols on each. Finally, an outline of a spider melded with the midnight blue. The boots had open spaces where the blue costume showed which he figured was to allow for greater movement around the ankles. Red covered the thumbs, index and pinky fingers with a black web like pattern filling in the crimson areas. As for the mask, the eyes were not wide like his old one but were now narrower and meaner looking.

"So what's the catch?" Peter asked.

"Catch?"

"Yeah. The catch, gimmick, fine print."

"You are a smart one." Carol stepped toward the chamber beside where Peter stood. "Should you think we won't know where you are, we have a GPS system inside the suit's material. And if you try to run from us, we've also included a parallelization mode that we can activate at any time. Try to go back to your loved ones and the suit shuts down for pick up. The same goes for if you try to take it off without our authorization. You will then be escorted back to your cell and left to rot."

"You can't do this to me," Peter said. "What about my rights?"

"Remember, you are legally dead. You belong to us. Except the deal or stay in a cell for the rest of your life. Your choice."

Peter looked into the suits eyes, knowing full well that he had to get out. The only question was how and if so, when?

To Be Concluded


	3. Chapter 3

Part 3

It was early morning in New York. Where people would be getting ready for work or were still soundly sleeping in their beds, Peter Parker was sitting at a computer in his private quarters within the Traskilian. He was still a little wet from a shower with his Shield training fatigues slightly damp. Despite the air conditioning vent blowing cool air over his head he ignored the chilly temperature and instead centered his attention directly in front of him.

For the past hour he sat alone in his semi-empty room and stared at a picture he found on the internet of a young red headed teenage girl modeling the new back-to-school fashions. Every day he would search the internet for any and all pictures of her and would look at them for hours on end, remembering how it felt to be with her constantly.

It hurt to even think of Mary Jane as it is. She looked so beautiful in a simple pair of jeans and white Tommy Girl shirt and it killed him to not be able to contact her or anyone else for that matter. Carol Danvers made sure of that by monitoring his internet usage and making sure he had no access to a phone.

Reaching out, Peter touched the computer screen as he zoomed in on Mary Jane's face. He could almost feel the texture and warmth of her skin on his fingertips. Breathing deeply, he put his head down in his hands and sat quietly, retreating into his mind to search for a way to leave the confines of the Ultimate's base and the hovering eye of Agent Danvers.

A few minutes later, the silence of the room was broken by none other than Carol herself as she opened the door and came in without knocking. "Am I interrupting anything?" She leaned against the side of the door with her arms crossed. "I could come back if you need more time."

Peter looked back at her angrily.

"Hey, I know what it's like being a teenager. A teenage boy alone in his room with a computer; a picture of a hot girl on the screen. I wasn't born yesterday you know."

With a click of the mouse, the picture of Mary Jane disappeared. Peter pushed his chair back away from the desk and stood at attention. "So who am I going to train with today? Steve, Tony, or another squad of soldiers?"

"None. You have a mission. You're going into the field today."

Halfway across the state of New York, a large steel factory was being demolished in large fiery explosions. The ground shook from the pressure and large structures groaned from the stress they felt from being damaged. Thick black smoke filled the air along with the screams of men as they fled the area to safety.

In the middle of the fiery chaos stood a tall, slender man with long blonde hair moving around the charred structure, making sure everything he intended to destroy was destroyed. Small balls of energy manifested on his fingertips where he threw them at nearby structures, causing them to explode in brilliant fireballs that were reflected in his crazed blue ice.

"Vare are you!" His shouts were muffled by the deafening explosions. "I vant answers!" He continued to destroy everything around him while yelling at the fleeing men who were only trying to save their own lives.

High above the carnage flew a sleek, black stealth craft with its side hatch door open. The Shield aircraft ran silently as it approached the target combat zone with two men looking down on the fire covered mill. While not equipped to engage an enemy directly, its main purpose was to deploy the super soldiers it carried.

"Are you ready Parker?" asked a fully armed Tony Stark. His Ironman armor looked brand-new and ready for combat with his visor raised up over his face.

"Ready for what?" Peter asked. The sound of the wind was almost deafening as every word had to be shouted out, sometimes twice.

"To engage the target."

"What are you talking about?"

"You have prior knowledge of the subject. That's why you were chosen to go in."

"And I would have a degree on a subject. If someone would have watched my back better and make sure I wasn't killed!"

"You weren't killed Parker. Now stop being such a drama queen!"

"Drama Queen? Excuse me mister 'Oh no! My stock has plummeted by one point for two days in a row.'"

"Shut up."

"You've got enough money to buy a country! Big deal if you lose a point or two in the stock market."

"Enough, were going in hot."

"You may be but I'm cold."

"That's not what I mean."

"I know what you mean but I'm still cold!"

Tony roughly grabbed Peter by the collar of his new Spider-Man costume and brought him close. "Look Parker, you are in the field; that means you need to shut up, pay attention and do your job. Now get out there and do it!"

Before he knew it, Peter found himself falling through the air on this way to the fire laden buildings far below. Having no time to think, his body automatically kicked into a well-practiced movement. Muscle memory saw to it that he took the right course of action to slow his fall while slipping his mask on as he did so.

The HUD of his mask lit up and displayed every bit of information he may need when in the field. Weather analysis, target distance, temperature, even a bio signature of the target flashed in front of his eyes.

As the now masked Spider-Man drew closer to the earth the sounds of the explosions grew louder. What should have been a suicidal death fall was stopped as he fired a web line and snared a partially broken gas pipe. With centrifugal force kicking in he swung twice around the pipe and came to a stop on the ground with a loud thud, catching the young blonde man's attention.

Pausing momentarily, the young man turned to face the costumed teen. "How many different costumes do you have?"

"Huh?"

"I asked you a question. How many costumes do you have? And you're shorter when I saw you on TV last night."

"I don't know what you're talking about but you need to... wait, you look familiar."

"You don't vemember me? I'm insulted."

Thinking back, Peter searched his memory and slowly remembered an event filled night where he and Gwen Stacy had crashed a party and ran into the blonde man. Like then, he was blowing up everything in sight, without a care as to who he may or may not hurt. "Geldoff?"

"So you do vemember!" Geldoff ran up to Spider-Man and grabbed him by his shoulders, clearly happy to know that he remembered him. "You can help me destroy this place, get out of here."

"Wait, what are you..."

"They kept me here. They wouldn't let me go or..."Geldoff stopped midsentence when he felt a familiar object on Spider-Man's shoulder. His eyes grew wide as his hand uncovered a Shield emblem on the costumed young man. "You, you're with them?" He took a few steps back.

"Who? Shield?" Spider-Man said while looking from the shoulder emblem back to Geldoff.

"You're, you're with them, you vant to take me back."

No. I just want you to stop destroying..."

"I'm not going back!"

"Wait."

Before Spider-Man could say anything more, Geldoff let fly several yellow glowing orbs that exploded around him. Knowing what he was capable of, Spider-Man dodged out of the way before he was caught in the blast. Geldoff didn't stop there as he continued to cause every structure around the fleeing, teenage superhero to explode.

"I'm not going back! You can't take me back!"

"I don't want to take you anywhere; I just want you to stop blowing everything up!"

As Geldoff gave chase, the explosions only grew louder and longer as more power were added to them. Spider-Man took full of vantage of his agility and leapt through tight enclosures, through narrow openings between pipes, anything to put some distance between himself and his pursuer. He needed a plan and an opportunity to make one as soon as possible.

"Parker," Ironman said through his mask's earpiece. "Get to the end of the factory. I'll take over from there."

Firing a web line, Spider-Man zipped for an opening in the side wall of the building and shot out of the structure with Geldoff close behind. No sooner had he cleared the structure when the mutant teenager caused another explosion close behind him. Once the smoke cleared, he reached the opening and saw Ironman appear before him. Before Geldoff could retreat back into the structure, he was shot with a blue beam and instantly crumpled to the floor.

"Target down," Ironman said. "Security and cleanup teams move in."

"What did you do?" yelled Spider-man.

"Easy Parker. He's paralyzed. He's perfectly fine."

"What is this place?" Spider-Man stared down at an unconscious Geldoff as two Shield agents descended upon their position using jet packs. "What were you doing with him?"

"Parker, the least said the better. For now let's just say he's an illegal genetic anomaly that must be dealt with."

"He's a human being! You can't just..."

"Listen, he was born this way. Someone was producing illegal genetic experiments for unknown reason with women who were pregnant with mutant offspring. Our job, your job now, is to find out who's behind it all. Look around you Parker, World War III is just over the horizon. We won't be using nuclear bombs or advanced weaponry. We will see men and women with powers literally tear this world apart if we do not figure out how to stop them or prevent them from doing so. If you want to keep wasting my time with these asinine questions than I suggest you wait until we're back at the base and make an appointment with my secretary."

"I can't do this Stark." Spider-Man shook his head with those words then looked back at Ironman.

"You want to live behind Shield bars for the rest your life kid?"

Spider-Man let his head sink. He really had no room to argue or compromise. He just wanted his old life back.

"Look Parker," Ironman placed a hand on his shoulder like a father speaking to a son. "Do your job and I'll make sure you get what's coming to you. Okay? I give you my word."

Peter looked up at him from behind the visor of his mask and sighed heavily. "Fine."

"Good, now back to base. You did good out here tonight. Don't know what tomorrow will bring."

To Be Concluded


	4. Chapter 4

Part 4

"Come on kid, where are you?"

For the last five minutes, a man dressed in full combat gear wielding a sophisticated high-tech bow had been quietly stalking about the rubble of a ruined city. Each step was as quiet as possible to avoid giving his position away with his eyes carefully scanning any shadowed areas and high ledges but his patience was wearing thin.

"Enough of this sneaking around stuff, come out and fight!"

The soldier was known as Hawkeye and was the most accurate of the super soldiers known as the Ultimates. His target was elusive and fast, able to dodge his arrows with ease and was hard to locate as his costume made it to where he could easily blend into his environment. The destroyed and darkened cityscape only made it that much more difficult to do so.

Ducking behind a nearby car, Hawkeye surveyed his surroundings at the sound of rubble falling. He knew he was being hunted from up high but could still see nothing. With his bow midway drawn he kept it at the ready should his quarry make an appearance.

From high atop a building the lone soldier could be seen far below ducking behind a burned-out car just as predicted. Spider-Man silently crawled along an adjacent rooftop and leapt between the broken girders of another until he was directly above the lone soldier. His trick of webbing some loose rubble to make it fall had served its purpose and now was the time to have some fun.

As Hawkeye surveyed the area, Spider-Man lowered himself on a single strand of web. Unknown to the grounded soldier he stopped right behind him, just a foot away from the back of his head. With Hawkeye oblivious to his close presence, Spider-Man began to make mocking gestures behind his back.

Placing a thumb on his nose, the teenager fluttered his fingers for a few seconds before raising himself up quickly. Hawkeye looked behind him and not seeing anything, turned back around. Once again Spider-Man slid down and this time placed both hands on the sides of his head and fluttered his fingers. With Hawkeye not able to shake the feeling of having someone behind him, he once again quickly turned and caught his quarry red handed. Spider-Man stopped his teasing long enough to wave before he was attacked with an arrow.

Whizzing past its target's head, the arrow hit the building behind Spider-Man and deployed a brownish paste that instantly solidified, obviously a way to immobilize him.

"Miss me, miss me, now you got a... never mind that's just gross." Swinging away swiftly, Spider-Man dodged arrow after arrow that was being shot at him.

There were arrows that deployed nets, arrows that turned into bolas and of course more paste arrows. Several came dangerously close while others simply sailed by. It occurred to their target that Hawkeye seemed to have a never ending supply of them

"Oh come on, you can do better than that!" Spider-Man looked as if he were defying gravity as he dodged what came his way. Every arrow that was on target to hit him failed to do so as he quickly got out of its way, in midair no less

"Trust me kid, I will."

Hawkeye reached into his quiver and pulled three arrows out. He loaded and fired them in one motion pass his agile prey. These however were different from the others as the exploded before the red and blue teen. Bright lights blinded him and the accompanying shockwave knocked him down to the street with a hard thud.

"Oy vey," Spider-Man said while rubbing his head. "Now, I know how a... Crap, I don't even have a response for this."

"Got you now bug boy." Hawkeye drew back an arrow and aimed it at the down Spider-Man.

"But can you keep me?"

The moment Hawkeye's arrow hit the ground Spider-Man was already high above him. Two more arrows flew pass on either side of him as he fired several web lines around Hawkeye. Before he could load another arrow, Spider-Man flipped over a low hanging streetlight and snared the archery soldier in a hidden trap.

"What the... Parker!" Hawkeye struggled to free himself but the webbing was too strong for him to break. His bow fell out of reach and his quiver of arrows were covered in a glob of web.

"Well, well, well, looks like the spider caught the hawk or eye or something."

"Shut up and let me down."

Slowly, the destroyed cityscape began to dissolve around them as several Shield agents led by Carol Danvers approached them. Where once the dilapidated cars, rubble, trash, and weathered buildings were was now a large empty blue room with a grid like pattern on the floor, walls and ceiling.

"Nice job Clint." Carol typed in a few notes on a handheld computer pad. "Maybe next time you won't get caught."

"Uh, excuse me," Spider-Man said. "What about me? I won the simulation."

"You treated this like a game. Should you have been in the field your antics would have gotten you killed, again."

"It's called a distraction."

"It's stupidity. Don't do it again."

"Hey," Clint interrupted. "Let me down!"

Spider-Man let go of the web line that looped over a remaining streetlight, which faded away once it was no longer in use just like the other holograms had done. Clint or Hawkeye, hit the ground with a thud as Spider-Man pulled his mask off and walked away in a huff.

"Were you think you're going Parker?" Carol didn't bother to face him as her computer pad had her full attention.

"Where do you think? It's not like I can leave the damn building."

"You still got one more sparring session to go through."

"I was just in one."

"That was field training. This is sparring. Bring her out!"

"Her?"

At Carol's orders a large metal door opened and out stepped a young woman around the same age as him Black hair hid her face but he could see her eyes clearly. She wore a shield operations uniform and heavy duty combat boots.

"I'm supposed to spar with her?" Peter asked.

"Yes. Full contact."

"Can she fight? Does she have any powers?"

"You can say that. Peter, I would like you to meet X-23."

"X-23? What kind of name is..." Before he could finish asking his question, the young girl unsheathed a pair of metallic claws from each hand.

"She's Wolverine's clone."

"You don't say." Peter's voice cracked nervously as he saw the claws and the wicked look on X-23's face.

To Be Continued


	5. Chapter 5

Part 5

Carol Danvers looked at the unmasked Peter Parker and X-23. She could see the nervousness in the teenage boy's face and the animal like expression on the girl's. She trailed her tongue along her top teeth, eager for the showdown to begin and wishing she had the opportunity to see if anyone were willing to place a bet. "Well, get on with it."

X-23 attacked fast, almost fast enough to catch Peter who leapt out of the way at the last second. Her claws easily sliced into the floor without any effort at all. The moment he landed behind her he fired twin web lines at the young woman and watched as she dove into the webbing. As they spiraled around her, she sliced both lines without any touching her and forced Peter to dodge another one of her attacks.

"Hey, come on. I'm on your side." Peter blocked a variety of repeated punches, one of which sailed dangerously close to his chin with claws extended.

"Shut up and fight, Bub."

The roughness of her voice surprised him. If she were not speaking in a higher octave she would have sounded exactly like Logan. She was a good fighter and exceptionally quick with her strikes. One of which thankfully had its claws sheathed when it caught Peter across the jaw.

"Oh, jeez... what the?"

He ducked just in time as a clawed fist flew over his head. When he came back up he landed a right hook to her face and instantly regretted doing so as his fist throbbed from connecting with her face and backed up against the wall.

"You'd hit a girl?" she said. "How dare you!"

"I'm sorry, I... it's just you... with the claws and..."

"Psych." X-23 unsheathed a single claw from her boot. "I'm no lady Bub. Remember that."

Her foot shot forward at her target but failed to connect as Peter leapt onto the wall behind him. X-23's boot claw embedded in the wall between his legs just under his crotch.

"Hey, watch it! I need those!" Peter's eyes were wide as he stared at the embedded claw, then at X-23's sinister grin.

"Good work," Carol Danvers said while clapping slowly. "Both of you."

X-23 removed her boot from the wall with an evil grin. Peter cautiously made his way down to the ground, never looking away from the young girl who backed up slowly. His hand still throbbed but despite that he was ready to defend himself if need be.

"I thought Wolverine couldn't be cloned. You said his cells were too damaged when he died."

Carol Danvers was approached by a Shield soldier who handed her a sheet of paper urgently. "His tissues we recovered from Magneto's asteroid were too damaged," she informed him, "not the ones we obtained earlier."

After reading what the soldier gave her she folded it over and stared at both Peter and X-23. "Okay kiddies, looks like we have a situation on our hands. Intel just confirmed an illegal genetic mutation out in Queens. And with the rest of the Ultimates on call and Clint healing his ego, it looks like you two are partnering tonight. X-23, get a combat uniform from the armory. Parker, get what you need if anything. We move out in ten."

Approximately fifteen minutes later, both Spider-Man and X-23 were silently moving around the perimeter of Queens. For the last 5 minutes they were searching the area for any sign of the illegal mutation while staying out of sight and sticking to the shadows should a member of the public be out and about. Their orders were simple; locate and bring in the individual at all costs.

In full costume, Spider-Man leapt silently from building to building. He knew he was being closely monitored as Carol Danvers kept reminding him when he drew too close to his own home; so close and yet so far away. Even Mary Jane's was off limits to him but X-23 could get as close as she wanted to the individual households, almost as if she were teasing him with that fact. It was a clear night sky with the moon large and full, reminding him of several dates he and Mary Jane had when he was considered alive.

"X-23, report in." Carol Danvers waited inside the Triskilian for a response. She and several other agents kept watch on the two teenage personnel via GPS trackers in their suits. All around them were state of the art computer panels made specifically for keeping track of field agents on missions.

"X-23, all clear." The female clone of Wolverine skewered the wall of a two story house with her claws to overlook the area around her. After reporting in she dropped to the ground and leapt over a fence to continue her search.

"Parker," Carol said into a headset. "Report."

No answer came. "Parker, report."

Still nothing. "Parker!"

"I'm here slave driver, keep your shirt on," Spider-man said into his mask's built in communicator as he swung through the air.

"Parker, report your progress now."

"Nothing from what I can see. Heading over to the high school, last public building in my sector."

"Affirmative." Carol moved her hand over to a small device and picked it up. "Remember, you try to leave any evidence of your existence your suit will be shut down and brought back here with you in it. I don't think I have to remind you what will happen when you get back to base."

"Yeah," Spider-Man said. "I know."

With a light thud, Spider-Man landed on the roof of his old high school. It was ten after eight according to his HUD, which meant that the school was completely empty save for a few crickets. The rooftop was deserted and shadows were the only things he could see.

_I hate this._ He thought._ I just want to go home. I'm so close. I could see it earlier when I swung by when I first got here. I don't know what I did to deserve this but whatever it was I wish I could take it back. I wish I had never gotten these stupid powers. I wish that spider had bitten someone else but for some reason it had to have been me. I just want a normal life with a normal family and a normal girlfriend who didn't have to worry about me. I know Danvers is never going to keep her promise. I just have to find way to get out._

As Peter was lost in thought, he didn't notice something move behind him in the shadows. It wasn't until his spider sense triggered when he knew someone was there. Not having any time to react, he took the full force of a kick to the back. Managing to correct himself midair, he landed in a squatting position and saw his attacker.

"Thought I told you to stop with your shenanigans." Spider-Woman stood in a fight ready position across from Peter. "You're not Spider-Man and you will never be."

She attacked again, not holding anything back as Peter dodged a right cross. Spider-Woman's dark red costume blended into the shadows perfectly like his but the white spider motif was easy to find. "Got nothing to say? Good. You can't even make a wisecrack like the real one."

Peter bobbed and weaved, trying to stay a step ahead of Spider-Woman but still wanted her to find out who he was at the same time. He knew he couldn't tell her out right who he was since Danvers was monitoring his every word. But maybe there was another way. Back flipping out of the way, Peter fired a web line at Spider-Woman that went past her head.

"Wanna use webs?" she asked. "Okay, I'll use webs."

She fired several shots of webbing from her fingertips, just what Peter wanted. At first he dodged the strands of webbing then willingly took a web shot to his mask. The substance blinded him before he felt what he had hoped for. His mask was ripped from his face along with the microphone it housed.

"Okay, Miles, I won't tell you again. Stop pretending to be Spider-Man or I will..." She froze up, not knowing what to say when she saw Peter's face.

Peter stood from his position and waited to see if his suit would paralyze. It didn't. At least he could take his mask off and not have it shut down.

"Oh my God." Spider-Woman took her mask off to make sure she wasn't seeing things. "Peter? You… You're…"

"Jessica, listen, before you do anything…"

"Your alive!" She ran over to Peter and hugged him tightly. "Oh my God! They said you were dead. Everyone said you were dead."

"Jessica, listen…"

"We have to tell aunt May. We have to tell Mary Jane."

"Listen to me." Peter grabbed her by the shoulders. "I don't know how long I have but you can't tell anyone I'm alive."

"Why?"

"Carol Danvers. She directs Shield remember? If anyone finds out I'm alive I'll never get to see them again."

"But. You… You…"

"I need you to do something for me."

"Why don't you just come with me? We're not far from your home," Jessica said while pulling Peter to the side of the building slightly before he stopped her.

"They're tracking me. It's the costume."

"Then take it off."

"I can't."

"Why?"

"Two problems," Peter pointed out. "One, I'll be naked. And two, the suit will shut down and I won't be able to move. So you have to listen to me. You're in danger."

"From who?"

"Danvers. I've been sent to find you and bring you in. So you need to go right now before anyone else shows up and finds you. There's another soldier with me but I think she's on the other side of Queens."

"Peter, listen, I can…"

"No. Don't tell anyone about me and don't try to help me, just go.

She looked at him with both a hurtful and understanding expression. She knew with Nick Fury in charge she could manage to get a little leniency on her side but Danvers was a different story. It made her rethink about the offer she received about joining Shield and wondered if this was a result for not getting back to them in a timely manner.

"Jessica. Run. When I'm out of Shield I'll find you. But I can't risk anything right now."

"You had better get out," she told him.

"I will. Take care of yourself. You don't have much time until they find you to."

"No one should live like this. But at least you're alive."

"For what it's worth anyway. Now go."

"Not before I do this." She gave Peter one more hug before fitting her mask back on. "Good luck and thanks for the heads up."

Peter watched as she swung away into the night. Not even Jessica, his clone, was free of whatever Carol Danvers had planned. Grabbing his mask, he readied himself to swing away opposite of her when a heavy set of boots landed on the roof behind him.

"Naughty, naughty, Parker," X-23 said. "That's not following orders soldier." She unsheathed her claws and readied herself to attack. "No sparring session this time. Bub."

To be concluded


	6. Chapter 6

Part 6

There was no time to react as the attack happened in the blink of an eye. If it hadn't been for his spider sense and quick reflexes X-23 would have undoubtedly had skewered his abdomen. Instead she only grazed his costume, slicing the material neatly but failed to break the skin.

"Wait! What are you doing?" The unmasked Peter leapt and bounded away from X-23's flurry of swipes, managing to keep at least a few inches between himself and the razor sharp edges of her claws.

"You disobeyed orders!" she yelled between swipes.

"What orders?"

"You're to bring in the mutation at all costs, not let it go."

Peter fired a web line at the crazed clone of Wolverine. She easily dodged the attack by ducking under it and charged at Peter with both arms extended.

"Listen, I can explain." He leapfrogged over her attack and clung to the side of the roof access. "She's not illegal; she's a clone like you. My clone, she was made in a laboratory."

"Semantics." X-23 dove at Peter with all six claws extended, looking to skewer him where he hung but instead impaled the wall where he was less than a moment ago. With her stuck to the wall for a few precious seconds, Peter fired a large web ball at her and trapped her the moment it exploded on her back.

"What the…" Struggle as she did she couldn't get free as she was encased in the gray polymer. "What the hell is this?"

"You like that?" Peter ejected the empty cartridges from his web shooters and reloaded them. "I came up with that last night in the Shield laboratory. It uses an entire cartridge but it's well worth it. I don't have a name for it though. Maybe ballistic or impact webbing. Something of that nature."

"I swear Parker if you don't let me down from here…"

"You'll what? Call Bub again? Jess… Spider-Woman is not going to be forced to work with Shield like me or be taken in as a prisoner. She's going to do what she wants, when she wants."

As Peter spoke his piece, X-23 slowly began to slice her way free. Her right clawed hand had enough space to move slightly. She simply cut through the brick to allow her more room to eventually move her arm around and began cutting the glob of webbing restraining her. If there was one thing she could count on, it was Peter's tendency to make sure he got his point across.

"If you want to talk about illegal genetic mutations and go after them, then pay Danvers a visit and take her in. She needs to be taken down a peg or maybe a couple dozen. Hell, she's using us as her own personal soldiers to round up others like us and I won't do it. I refuse to. I just want my life back. I want to go home to my family and friends to live like a normal teenager. I just…"

Spider sense tingling.

A moment after his spider sense alerted him, X-23 broke free and pinned him to the ground before he had a chance to move. She was quicker than he realized and was even faster than Wolverine.

"Shut up, Parker," she told him. "All you do is complain." She raised a hand, claws extended and ready to deliver a deathblow when Peter kicked her over his head and got back to a squatting position.

"So what? You want to kill me because I don't want to do this?"

"Just following Danvers' orders, web for brains."

"What orders?"

"If you won't follow the orders that have been assigned to you than I am to terminate you with extreme prejudice. Exactly what a perfect soldier should do. Needless to say I'll be more than happy to do so"

"Yeah well, bad luck with that."

The two stared each other down. Their eyes locked onto each other with neither of them blinking. Almost at the same time, both charged at each other at full speed. Peter had his fists cocked back while X-23 came at him with her four hand claws extended. They almost collided when a blast from above sent them tumbling backwards.

"Enough!" Both teenagers looked up to see Ironman descend from the sky.

"Bull," X-23 said as he charged Peter again.

She didn't get more than two steps when she was blasted by a blue Ray from Ironman's armored hand and fell to the ground. Much like Geldof did when Ironman used that same beam on him. "I said, enough!"

"What did you…" Peter said.

"Get back to base," Ironman told him.

"Not until you tell me what you did to her."

"I paralyzed her Parker! If you don't want the same done to you then I would recommend you go back to base this instant. This mission is over and you're done for the night."

Peter stared at Ironman for a moment before picking up his mask. He pulled the webbing off the lenses and slipped it on before turning to leave. "Just for the record, I hate all of you."

"Duly noted. Now follow my order." Ironman did not look at him as he swung back to the Triskilian.

Looking over the area the two super powered teens fought, Ironman let out a heavy sigh and lifted his visor over his head. "I knew this was a bad idea."

X-23 lay still from being paralyzed and would remain so for at least another hour, plenty of time to get her back to base. What Carol Danvers was planning, he didn't know, but knew he would have to eventually find out. He hated being left out of the loop and denied information.

To be concluded


	7. Chapter 7

Part 7

Inside the Triskilian, Shield agents and personnel avoided the Ultimates locker room at all costs. For the last fifteen minutes, ever since Peter got back to base, loud sounds of crashing metal could be heard coming from the locker room. Glass shattered, metal crunched and the walls shook as an untamed fury was unleashed inside.

"What's going on?" Steve Rogers, better known as Captain America, rushed down a long corridor to the locker room.

"Spider-Man," a female agent said. "He's trashing the locker room."

"Why?"

"Don't know. He just came back from his mission and locked himself in there."

"Does Danvers know?"

"No." The woman produced a radio from her belt. "What me too…"

"No, don't alert Danvers or anyone else. This is something the kid needs. He's had his life taken away from him before he's gotten a chance to live it. I can relate. Wouldn't you be angry if you were in his situation?"

"But he's gonna tear the locker room apart. With his strength he could bring down the building."

Steve Rogers leaned against the far side wall to the left of the door and crossed his arms. "He's no Hulk but he could possibly do what you say. I'll put a stop to the destruction if it gets to out of hand. Besides, everything in there's on Tony's tab."

Since entering the locker room, he had ripped off his new costume and it now lay uselessly on the floor. Now wearing only a pair of boxer briefs he was single-handedly demolishing the room he first got his new costume in.

"I hate this place!" Peter shouted as he lifted a portion of lockers and hurled it across the room. They collided with a gear locker that housed Hawkeye's equipment. Broken bows fell to the ground along with their shattered arrows. No sooner had the locker settled to the floor when he sent his fist through the side of another locker. A nearby bench was next as he stomped on it, breaking it in two.

"Damn Carol Danvers!" A half-filled clothing bin was tossed upwards and broke through the ceiling, sending down a rain of plaster, broken bulbs and ceiling tile.

"I want out!" He turned and punctured a nearby wall with a punch hard enough to rattle the lights overhead.

It was a bad wall and equally bad place to hit as he ruptured the water pipes from the shower on the other side. A strong jet of water hit his face, making him wet and even more crazed. With a grunt, he dug his hands into the wall and ripped a sizable portion off. He threw it across the room as more water shot out of the pipes and sent it through the door.

Taking this as his cue, Steve Rogers ran in to put a stop to Peter's rampage. "Parker, hold up!" he nearly slipped on the wet floor as he entered. "Calm down!"

"Just stay the hell away from me!" Peter yelled with hate filled eyes. He was glad he was wet from the water. It hid the tears escaping from his eyes from being so angry.

"Parker!"

"Go away!"

"Listen to me, I…"

Before he knew what happened, Steve was flying backwards through the room from being punched by the crazed teen. He was out cold before hitting the ground. Peter didn't get a chance to realize what he had done as his spider sense went off a moment before he was hit by a paralyzing ray from Ironman. He found it was no use in fighting its effects as he lay on the ground motionless and watched as the visor on Ironman's helmet rose to display Tony's face.

"What the hell are you doing Parker?" He was looking at the destruction the teenager caused. "I told you to go back to base, not destroy it."

Peter tried to move but it was a futile attempt.

"I should have you thrown in a cell for this, but since I've had time to think about your situation I won't do it." He looked over at Steve who was being tended to by the woman from earlier. "The effect will wear off in about twenty minutes. I didn't use a full charge on you. Use this time to calm down then come to my office. Oh and don't forget to at least put on some pants."

Peter tried one more time to move but his body simply wouldn't do so. "Damn you Stark… Damn you."

"Not the first time I've heard that kid. My office, thirty minutes."

Forty-five minutes later, Peter opened the door to Tony Stark's office and entered. Sitting behind a large red oak desk, Stark swirled a glass of brandy before taking a drink. He was dressed in business attire, a polar opposite from the blue jeans and black shirt Peter wore.

"I told you thirty minutes," Tony said. "You're lousy at following orders boy."

Peter didn't say a word. He just stood in front of Tony's desk with an angered expression. Tony Stark only took another swig of his brandy while his eyes remained on him. "You don't have to say anything Peter, just listen."

_Peter, he's never use my first name before._ Peter thought.

"You've gone from admiring me to hating me faster than it takes for me to get a good buzz going. So I didn't believe you when you said you hate me. The others I can understand but hey, how can anyone hate Tony Stark? Anyway, believe me when I tell you that I know what you're going through, and no, this isn't the liquor talking."

"You sure?" Peter asked then was immediately told to shut up with a Stern look from Stark.

"You forget that I was once held against my will. However, unlike you, my confiners weren't up to doing good. I know what it's like to have your freedom taken away and hate those responsible. Just be grateful we saved your life instead of constantly threating you with taking it away."

Peter shifted on his feet as Stark shifted in his seat. He poured another glass of brandy before moving to stand in front of his desk. "I'll be honest with you. Everything I've seen of you radiates of greatness. You have a brilliant mind and the incredible ability to do so. But you need to do better. Every one of Shield's agents follows orders without question, something you need to do. You need to act more like a Shield agent, when you're ready."

Those last three words caught Peter by surprise. Never did he think Tony Stark, Ironman, would say that. "Why did you do that? Why did you…"

"Fury had a contingency plan made especially for you should you get seriously injured or worse. The fact that our scientists altered the suit your father made didn't come at a better time. We just don't know what the side effects are but regardless, I went on record as saying this was a bad idea from the beginning. Not about saving your life, but making you work for us as part of a covert strike force. That was Carol's idea by the way. It is true you have incredible potential but you still need to work at getting better.

"Mr. Stark, I…"

Tony held up a hand to stop Peter mid-sentence before taking another swig of brandy. "Suppose I told you to go to your room. On their way there you just so happen to stop by a Shield storage room that has various gear that is used for undercover operations with a large window that just so happens to have its security alarm turned off. What would you do then?"

Peter shifted from one foot to the other. "What about Danvers?"

"Leave Carol to me. She needs to understand that she can't hold under aged mutations against their will unless their criminals. So again I ask, what would you do?"

A slight grin crept up on Peter's face. "I think I'll go to my room now."

As Peter turned to leave Starks office, he called the teenager one last time. "One more thing, good job making the locker room look like one of my birthday bashes. The repairs a coming out of your salary but away."

"I get paid?"

"Go to your room, Parker."

Wanting to say something more but deciding against it, Peter left the office and shut the door behind him. He quickly journeyed to his room but not before making a quick pit stop at a storage room.

To be concluded


	8. Chapter 8

Part 8

Clothing was thrown to the floor. Drawers were open with a few ripped out of their housings entirely. Embedded storage lockers that housed shirts and jackets were all askew from what looked like a typhoon or another similar force of nature. A strong gust of wind filled the room, rattling a few empty hangers with one of them falling off its mount only to land in an empty space between a couple of pairs of boots.

As more wind circulated throughout the room, a large window remained open and gently tapped the side of a wall. Outside the building an approaching Blackhawk helicopter could be heard as well as several vehicles below. The window was so incredibly high that no ordinary person could possibly survive a fall from such a height; however, the one who burst forth from the opening several moments ago was anything but ordinary and left only a single, near invisible strand of web behind.

High above the city streets, far away from those below, a solitary figure ran, leapt, crawled, and swung his way from rooftop to rooftop. Had anyone been watching he would have appeared to be a blur running through the night under the bright light of the full moon.

He dove and flipped from one building to another, landing in a rollout as he leapt across a busy street. Extending his right arm he fired a thin, clear web line to assist his leap across the concrete canyon far below. What looked like a face plant to the side of the buildings wall turned into a quick planting of his feet as the lone young man ran up the building and performed a one handed flip to the roof.

"Man, I haven't moved like that in a while. Almost forgot what it's like to swing through the city like that."

If anyone were to see him now they would have thought he was a common street thug in a grey zip-up hoodie. Red angled patterns adorned the chest and back with the sleeves torn off to offer better movement and a red long sleeve shirt underneath. The short time he's worn his blue jeans, they already had holes in the knees and frayed bottoms with his new pair of sneakers getting a good breaking in.

Running a hand through his hair while taking his hood and red face covering off, Peter headed over to the ledge of the building and looked over Times Square. Bright lights turned night into day as people bustled about for whatever reason they deemed was important to them. Horns honked, people laughed, everything seemed as if the world were without any troubles at all. It had continued on without him as if he had never existed to begin with.

He let the cool night breeze flow through his hair and over his sweat covered skin as he looked over the streets below when he heard the people begin to cheer and clap. One individual gave a loud "Go Spider-Man!" yell that managed to catch him off-guard.

A smile crossed his face for an instant as a wave of delight washed over him. The acceptance that he had been granted after the world nearly ended seemed to come back to him when he saw the real reason they were cheering; the new red and black Spider-Man was swinging by.

Peter watched him carefully as the new guy showed off for the crowd of people. Everything he had worked so hard for and endured was now being credited to another. The feeling of acceptance and delight was soon gone.

"So you're the new guy," Peter said. The new Spider-Man swung away with the crowd still cheering for him. "I'll be seeing you later. Maybe you'll have better luck than I did."

The other Spider-Man faded into the distance, leaving time square, the people, and Peter behind. Letting out a long, heavy sigh, he leaned hands down on the ledge and closed his eyes.

_Maybe this is a good thing._ He thought._ Someone else will deal with what I've had to put up with as Spider-Man. They'll have to put up with the headaches of that costume, not me. I just need to get…_

Before he could finish the thought, several bright flashes caught his eye from below. Looking over at where it came from, he watched as a young woman wearing a pair of jeans, white tank top and a baseball cap posed for a cameraman. Even though he couldn't see her face he had a feeling she was attractive. After striking a few more poses she took her hat off and let her long, red locks flow around her shoulders.

Peter couldn't help but lean in closer. He was too high up to see her face clearly but he still tried to look upon her features anyway. "Yeah right Parker. No way is your luck is that good. Probably just some other girl down there."

"Hey M J, over here!" The sound of a man's voice surprised him with the saying of those initials.

"Mary?" Peter watched as the young woman jogged closer to the building he was on and finally saw her face. He was wrong in thinking he didn't have that kind of luck because there, right below him, was Mary Jane Watson. His Mary Jane Watson.

"Mary Jane." He quickly pulled his face covering and hood on before hopping over the edge and descended down to the street below.

His eyes were wide with the want to see her again. His heart raced but not from fatigue, it was from being so close to her and drawing ever closer with each passing second. Remaining in the shadows of the alley, Peter was less than ten feet from the ground when he saw her. A bright smile was on her face as she came closer to where he was. His heart beat faster at the sight of her and that maybe, just maybe, she saw him. Maybe she would see he wasn't dead and would run up to him with that beautiful smile of hers where they could reunite and be together again. Those thoughts made him excited and crawl faster to just the very edge of the shadowed area. A moment later, his hopes were shattered.

She didn't see him. She wasn't smiling at him or coming to him. She was heading over to another young man and fell onto his arms. Peter's heart stopped and ached at the sight. The smile that she used to give him was now being used on another along with the arms she used a hold him with.

Peter's entire body froze. It had never dawned on him that in the long months since his supposed death that Mary Jane would have already moved on with her life and replaced him. The sight of her with another guy made his chest feel heavy yet empty at the same time. A cold chill enveloped him as he saw the two of them close together. Not wanting to see anymore, he climbed back up the building to where he was before his hopes of reuniting with the woman he loved were destroyed.

In a daze, he set down in the corner of the rooftop and pulled his head coverings off. A blank look covered his face as he leaned against the stone structure of the ledge. "She found someone," he quietly said. His voice was barely above a whisper. "She's forgotten about me."

He shut his eyes tightly as the warm feeling of tears welled up in his eyes and flowed down his face. "She's moved on."

A moment passed as her smiling face flashed in his mind once again. Images of them laughing, hugging and kissing appeared before his eyes. They were images he would never get a chance to relive again.

_She looks happy. She deserves to be happy. I've done nothing but bring her grief and pain from being Spider-Man. I never should have told her who I was. I never should have gone out with her or thought that I could be with her. She's better off without me._

All was quiet on the deserted rooftop he inhabited but that was soon changed. A short distance away, a loud explosion filled the night air with the screams of innocent people coming soon after. Peter jumped to his feet and quickly wiped his face clean as he looked in the direction of the commotion. A fire burned inside a building that people were hastily moving away from as they screamed for help. A few were trying to help the injured to safety as whoever was behind the destruction leapt into the front-less building.

"Oh crap." He didn't want to do it but knew he had no choice in putting a stop to what was taking place. He had to help if he could, even if it meant he had to play hero again.

Jumping onto the ledge, Peter once again slipped his face covering and hood back on before firing a web line to a nearby flagpole. Before taking off to put an end to whatever was happening, he looked down at Mary Jane one last time.

"Goodbye Mary Jane. I'll always love you."

He halfheartedly jumped off the building and swung to his nearby destination with a broken heart and the need to take what he was feeling out on someone.

To be concluded


	9. Chapter 9

Part 9

"Hey MJ, over here!"

Mary Jane had just finished up a few poses for a photographer in front of a brightly lit neon sign with Tommy Girl displayed in large neon letters when she heard her photographer call her over. Dozens of people slowed down to see her model in front of the red, white, and blue sign while others hurriedly moved around the set up.

For the past hour she had been on her feet and changing between every other shoot. Needing something to fill her time and head, she had begun working as a part-time student model to earn money for college after high school was over. At least that's what she told everyone around her. The real reason she was doing this was to try to get some room to breathe after _he_ died.

"Hey MJ," the photographer called again. "I want you and John here to come together like an excited couple. John, I want you to hold her and lean in close. Alright people, let's get this shoot finished!"

Mary's smile may have radiated happiness but her mind and heart registered the complete opposite. She did as the photographer told her and acted as if she were enormously happy to see her co-model but she just didn't feel like pretending to be caught in the moment with him. She was relieved that neither he nor the photographer caught her momentary hesitation as the two brought their faces close as if to embrace passionately. Bright flashes went off around them as the moment and poses were captured on film.

"Alright you two, that was great. Anyone know what time it is?" Even though the photographer wore numerous pieces of jewelry he lacked a watch.

"Nine forty five," an assistant said.

"Ah, okay. We're ahead of schedule; I have more than enough shots. I say that's a wrap. Good job everyone. John, MJ, my studio tomorrow evening to pick up your checks, pick out your favorite shots, and drop off your clothes from tonight."

"Alright, see ya in the pm playas and playettes," John said as he hurriedly hailed a cab. "Hey Mary, want a ride home? We can split the fare."

Mary had to admit that working with John was a welcome pleasure than working with some of the other male models she had previously. Usually the other guys would hit on her or relentlessly ask her out but John was different. He respected her during and after work. It also helped to know that he was in a committed relationship with his boyfriend Niles, another model.

"No thanks, I'm meeting my mom around ten a few blocks from here."

"Okay, see you tomorrow."

After a quick wave, Mary walked off into the crowd and away from the photo shoot. It didn't take long to pick up her jacket and purse from the nearby gear van and put more than a block away between her and her coworkers. This was her biggest gig to date. Since modeling for local businesses she had quickly caught the eye of several high-end agencies and this marked the second time she had worked for Tommy Hilfiger, modeling his new American Girl fall line. It also paid the highest for a student model at five hundred dollars a shoot. Despite the fact that they saw high potential for her as a fashion model she still clung to her dream of becoming a teacher.

As she made her way past the crowd of people she felt herself getting lonely again. She wasn't actually meeting her mother but instead just had to get away from her current gig as quickly as she could. The feeling of being held closely by another reminded her too much of Peter.

The first week after his death was so incredibly hard. She cried every day and night clutching a mask she was in the middle of making for him until she would fall to sleep. School was even harder as everyone knew of them being a couple and even students she didn't know would offer their condolences. If Gwen hadn't been there to support her emotionally she doubted she would have stopped crying at all.

Everywhere she looked, she saw couples enjoying their night out. Hand-in-hand, arm in arm, she wanted what they all had which was taken away from her due to one man's hatred. She wanted Peter back in her arms and if she couldn't be with him then she didn't want to be with anyone else. She didn't want to move on at all.

Wiping off a single tear, she crossed her arms tightly around her and continued walking for the bus stop. She was almost there when a deafening explosion rocked the street and nearly knocked her off balance. People panicked and ran as Mary Jane looked for the cause of the explosion. Her eyes grew wide at the sight of a purple jacket wearing man with silver hair, firing twin blasts from a pair of handheld devices.

"Shocker," she barely said above a whisper. Except for the injured, she was the only one not running away.

Windows shattered along with brick and mortar as Shocker destroyed the front of a jewelry store and proceeded to clear it out. It would take the cops too long to get there and the other so-called Spider-Man was long gone. She just didn't know what to do.

"Get back!" Shocker yelled as he jumped from the destroyed building while firing off a blast. His other hand carried a rather large bag of loot. "Get back or I'll kill the first person I see!"

Slowly backing up, Mary Jane retreated away from the scene. She couldn't help but think that if Peter were still alive than he would have undoubtedly handed Shocker his own butt. Less than a second later, she got a surprise.

With a thud, a figure landed before the purple criminal. She was too far away to see the new guy clearly but could tell he wore a sleeveless gray hoodie with red embroidery and a red long sleeved shirt underneath. Silver bracelet like objects adorned his wrists over the end of each sleeve, reflecting the lights of the overhead Streetlamps.

She couldn't make out what they were saying but knew Shocker was demanding to know who the newcomer was. After a short back and forth banter, Shocker fired a blast only to have it dodged by the hooded man. Blast after blast tore through the night air, but the hoodie wearing man leapt around them, over them and dove beneath them quite easily. Try as he might, Shocker couldn't get a bead on him when Mary Jane noticed his movements were a little familiar. More than a little familiar actually; especially after what she saw next.

As the hooded man leapt over Shocker he extended an arm and shot a silver glossy web line at the criminal, snared one of his hand devices and ripped it out from his grip. Spinning it above his head, the airborne man threw it back at Shocker and destroyed not only it, but his second device as well. The purple criminal reeled from the resulting explosions and didn't have time to recover as the hooded man landed in front of him. This time Mary Jane could hear what they were saying.

"Agh, who, who are you?" Shocker gripped his right hand tightly as it bled from the explosion of his devices. "You're not the other one."

"Oh come on Herman. You should know who I am."

Shocker's eyes grew wide with fear. "Oh no, not you. Please, not you."

"Oh yeah, and you know what comes next."

"No, not the…"

"Splat and slap."

Mary Jane watched in awe as the hooded figure fired a glob of a familiar looking web like substance at Shocker's face to blind him before landing a hard punch to his jaw, knocking him out cold. She continued to watch as he tied him up with more of the substance then shot more out of his wrist mounted devices to hang him from a streetlight for the approaching police.

"Peter?" Mary Jane took a few steps closer, whispering the name of her deceased boyfriend. The movements he made were the same as was the sound of his voice. The fact that he knew who Shocker really was and his splat and slap move only strengthened her suspicions.

As the police sirens grew louder, the hooded individual shot another line from an arm and hoisted himself into the air to swing away.

"Peter!" Mary yelled as she gave chase.

Left behind and hanging from a street lamp, Herman Schultz, a.k.a. the shocker, moaned in pain from a fractured jaw.

"Oh damn," he said. "He's back."

To be concluded


	10. Chapter 10

Part 10

"Oh man, not more of this USA Idol crap." Grabbing the remote, Gwen resumed her endless cycle of channel surfing for anything remotely stimulating for the mind as she lay upside down in front of the TV. A half empty bowl of popcorn rested on her stomach and had cooled off to the point that it wasn't worth eating anymore.

"Hey leave it right there. The Tardashians are on." Johnny storm, The Human Torch, had his feet propped up on the armrest of the couch with a Big Gulp in hand. "Oh yeah, there's my ladies."

"No way, smokey." Gwen rolled her eyes at his request and choice of TV show. "I hate those bimbos."

"They're not bimbos. They're hot."

"I'm hot, they're skank's."

"Says you."

"Exactly." Gwen reached into her bowl and tossed a popcorn kernel at Johnny's head where it bounced off. "Womp, womp."

"Kids," came Aunt May's voice. "Come and eat. Dinner's ready."

"You think she'll actually talk tonight instead of just grunt?" asked Johnny.

"Don't count on it." Gwen changed channels one last time before setting the remote on the coffee table and followed Johnny into the kitchen where Bobby Drake, Iceman, was already sitting at the table with a fork in one hand and a knife in the other.

Aunt May had finished setting a bowl of meatloaf on the table as the last of the two kids entered and sat. Like the nights before, dinner was late and all was quiet without a single word being spoken except "pass this" or "pass that." On the rare occasions that a conversation was attempted it would end by trailing off into nothing and the night would end in silence.

Again, they sat quietly with only the sounds of their silverware and glasses clinking on the table. Time passed with no one saying or trying to say a word and only glances taking the place of words.

"Uh, Aunt May? The uh, the meat loaf is good. Thanks." Gwen was hesitant to say anything at first but hated the silence that surrounded them. She was partially relieved that both Bobby and Johnny agreed with her and that May had actually said thanks. This time however, like before, nothing else was said for the rest of the night.

Inside the living room, the channel Gwen left the TV on was interrupted with a breaking news broadcast. On it showed footage of a man wearing a purple jacket hanging from a streetlight with a red boarder heading reading "Second Spider-Man?" underneath it. No one paid it any mind as they sat with their quiet dinner.

A few blocks from Times Square. Mary Jane was doing her best to follow the hooded man who moved very similar to Peter Parker. She pushed people out of her way, ducked through alleys and cut off cars as she ran across the busy streets. It was a wonder that she wasn't hit at all with the carelessness for her own safety being of no concern. She just wanted to catch up to the mysterious person that moved and behaved so much like Peter.

"Peter!" She yelled between breaths and continued to run after the hooded individual.

It didn't matter who got in her way, Mary Jane continued to avoid those that stood in her path and ducked through yet another alley. She emerged on the other side to see the hooded man land atop a building across the busy New York street and remove this hood before taking a seat on its ledge. Without thinking, she ran across the car filled Street and between the building the man landed on and another one with boarded up windows. Horns and obscenities followed her but she paid them little mind, if any.

Knowing that he wouldn't be on the roof for very long, Mary Jane searched for a fire escape to climb to the top of the building. Unfortunately she found one, right behind a group of leather wearing thugs who were counting money from a plastic bag.

"Well look at what we have here." One of the thugs hopped off a large dented trash bin and took a few steps toward her. "Dang, ain't she pretty."

"Not after I get through with her." A woman with several tattoos adorning her face and a mohawk came from her place against a wall and cut off Mary Jane's path behind her.

"I, I'm sorry. I think I took a wrong turn. So I'll just…" Mary tried to move around the leather clad woman but was cut off immediately from doing so.

"Oh come on Barbie, don't you want to play?"

"I didn't see anything. I just want to go…"

"On a date?" said another man. "Come on sweetie, let's paint the town as red as your hair." Two of the thugs advanced on her along with the woman as a fourth tied his loot bag closed and joined the other members of his gang.

Mary Jane had no room to breathe and even less room to move. As all four thugs closed in on her one of the men grabbed her purse and ripped it from her arm while another slapped a hand over her mouth to stifle any screams she might make before pinning her to the wall.

"I like her hair," said the female thug. "But I think it would look prettier on me." She flipped open a butterfly knife and waived it menacingly before the captured redhead. The other gang members laughed as she raised the blade to Mary Jane's scalp

She came within a few steps of Mary Jane when a gleaming strand of web snared her knife and yanked it from her grasp. The thugs as well as Mary Jane looked up to see who was responsible for the disarming and laid eyes on a hooded figure clinging to the opposite wall. A cold shiver crawled up their spines when the hooded man spoke in an angered and gruff voice.

"Get away from her you freaks!"

To be concluded


	11. Chapter 11

Part 11

Hitting Shocker felt good, but not as good as Peter had hoped it would. Although he was a thief, a thief with high-tech devices capable of causing massive amounts of damage, Peter was actually glad to run into a familiar face he would normally see on a weekly basis. But after seeing Mary Jane with that guy earlier, Peter didn't feel like seeing his family anymore. He wondered if his aunt had moved on and had given away all his belongings and room to Bobby or Johnny. Gwen may have filled his place with his aunt as she was the closest to her after him. The weight of those thoughts settled on his shoulders and felt as if his legs were shaking from the pressure. Maybe Carol was right. Maybe there really was no room in the world for two Spider-Men, and by extension no more room for Peter Parker.

Running a hand through his hair, he thought deeply of what to do next. He could swing to his house and go back to his family or he could sneak into his house to grab what clothing he could and leave without being seen by them and find a place in the world for himself. Then there was the last possibility, go back to shield. It seemed like an impossible choice at this moment.

Then his Spider-sense went off. It was so hard that his brain felt as if it were vibrating inside his skull.

Quickly donning his headgear and zipping the front of his hoodie up, he made his way over to the side of the building and looked down into the alley. There, four thugs were surrounding a young redhead and had pinned her to the wall. His hands became fists and his eyes burned with intensity as his body became hot with anger when he saw who their intended target was.

Not wasting any time, he climbed over the building's ledge and crawled into the secluded alleyway. A sliver of light reflected off a metallic weapon, which he snared with a single web line and pulled it from a punk girl's grasp. With all eyes on him he resumed the role of the hero once more. In a rough, gruff voice, he addressed them, "Get away from her you freaks!"

"Who the hell are you?" one of the men asked. "Some Spider-Man poser?"

More than anything, Peter wanted to tell them that he was the original, not knowing that was what Mary Jane was hoping for at that moment.

"Nice threads," another man said as Peter hopped the ground. "Hoodie, jeans, what the hell are you? Street Spider?"

"No man, I think he's more like Punk Spider or something," the third man said.

"What are you talking about," said the woman. "He's Crimson or Scarlett Spider."

The one still holding the money bag moved behind Mary Jane, putting her between him and the hooded newcomer. "I don't care what his name is, I vote for dead man. Get him."

The two remaining men rushed Peter. Each drew a weapon from under their coats, a chain and a crowbar. They didn't last long as Peter leapt onto their shoulders and shot them with strands of web. Less than a second from landing on them, he jumped into the air and spun his body around to wrap them up before pulling on both web lines, causing them to crash into each other headfirst. They lay on the ground knocked out and wrapped up in web as he landed in front of them.

Taking her turn now, the woman drew another knife and slashed at the one responsible for defeating her two cohorts. Peter easily dodged her attacks as X-23's voice rang in his head.

_"You would hit a woman? How dare you!"_

Remembering her words, Peter dodged one last attack then webbed her weaponless hand and pushed her to the side. He pulled back her web encased hand hard enough to cause her to knock herself out as it connected with her face. Three down, one to go.

The final man was shaking behind his hostage. The knife he held at her throat wobbled in his unsteady hand as he looked from his fallen comrades to the hooded man who had taken his gang out quite easily. "Listen. I, I swear I'll cut her. Just let me go and, and I won't do anything to her."

Normally, Peter would be playing negotiator with him to ensure Mary's safety but he didn't have to this time. It would be him begging for the thug to let her go. So this turn of events was all new to him.

Taking a step away from both hostage and assailant, Peter gave him enough room to leave but stayed close enough to stop anything that may happen. He was careful not to make any sudden movements else Mary Jane be injured. Training with the Ultimate's taught him to display calm when under fire. It was a lesson learned well for these kinds of situations.

With Peter holding his hands up, the thug took a step towards alley's entrance to leave while keeping Mary between them. "Okay, I'm letting go now. We're cool. We're cool," the thug said while backing up.

No sooner had the thug turned to run when Peter shot a web line out and snared him by the legs. Pulling him back, he looked forward to taking his anger out on him for threatening to harm Mary.

Picking him up, Peter brought him close and stared into the man's eyes. "Don't you ever touch her again or next time you won't wake up."

Instead of knocking him out then and there, Peter threw him against the wall and fired a large glob of webbing at him. The thug couldn't struggle or move anything besides his head and a few free fingers. However his eyes grew large and a yelp escaped his mouth as a trash can was hurled at him and knocked him out cold.

With the four thugs taken care of, Peter ejected the empty web cartridges and replaced them with new ones from his pockets. It was then when he turned and saw Mary Jane staring at him.

A long eternal like moment passed as they stared at each other. Shadows from the hoodie hid the top half of his face so it was no use in seeing his eyes and the red face covering hid the bottom half of his face. An intimidating sight, Mary was unafraid of the hooded man she felt in her heart was Peter.

"Peter?" she asked, taking a small step closer. "Is that you?"

There was nothing more he wanted then to reveal the truth to her. He wanted to tell her who he was, that he was very much alive. But seeing her with that guy earlier, seeing that she had moved on and was happy made the decision for him.

He turned and walked away.

"Peter!" Mary Jane called. "Stop, please. I just want to know if it's you under there." She had a strong grip on his sleeve, which made him stop. At first he didn't want to see her face but slowly looked at her when she said, please again.

"Peter, please. Just tell me if it's you under there." Before he could answer or not, a siren blaring cop car pulled up to the alley.

Two police officers quickly got out of the vehicle and made their way between the buildings. What they saw made them freeze where they stood. All four thugs were suspended in the alley. Three of them were webbed from head to toe upside down with the remaining one incased in webbing on a wall, making them resemble a sort of macabre food locker. There were only ones they saw.

High above the streets of New York, the hooded Peter Parker carried Mary Jane as he swung them away from the alley. He still hadn't showed her his face but despite that, she trusted him enough to go with him when he extended a hand after webbing the thugs up more. She tried to get a better look at his face but couldn't with the hood keeping a shadow over his features.

After putting several dozen blocks behind them and the webbed thugs, Peter perched himself against the wall of a tall skyscraper with Mary Jane sitting on his knees. Neither said a word as she tried to see his eyes. Peter made the first move and took his hood off. When he tugged at his face covering, Mary placed a hand over his to stop him.

"Wait. I want to do this."

Slipping her fingers between his face and covering, she slowly and gently slid it down. A large smile, substantially larger than the one she had earlier at the photo shoot, formed on her face when she saw what lay beneath his facial covering.

"I knew it. I knew it was you."

"Mary, I…"

He didn't get the words out for she landed a deep kiss on him. The two lost themselves in the moment as they ignored everything around him and focused only on each other.

"How, how did you… you died in my arms… I…"

"Hold on." Peter wrapped an arm around her waist and leapt off the building to the city below. They stopped at an apartment building in the middle of renovation and entered through a window into a room with no light and only a dresser and bed.

"Peter, why are we…"

"Mary Jane," he interrupted. "I, I just needed some place to talk with you privately."

"Are you a clone?"

"What?"

"Are… you… a… clone?" she asked again. "Or are you, you? The original?"

"MJ, I'm the genuine article."

"Where have you been?"

"Shield," he said with a sigh. "They kept me at the Triskilian for several months until I healed up. I've been a member of the Ultimates ever since."

"Why didn't you call?"

"Carol Danvers wouldn't let me."

"You should have called. I cried every night after you died. A part of me died the night you did."

"Mary…"

"No, Peter, you should have come back to us. This is something you should have done. The moment you knew you weren't dead you…you,"

Mary Jane's eyes flowed freely, making her mascara run as Peter stood across from her at a total loss for words. She was both hurt and angry with him but he couldn't blame her. She didn't know everything.

"You should have ran from them when you got the chance, Peter. You should have…"

"They were keeping me prisoner, MJ!" He didn't mean to be that forceful with her but couldn't help it. He needed her to understand why he didn't get back to her. "I could either work for them or live behind bars until I die of old age in which I would have never gotten out. I wanted to get back to you sooner but I couldn't. Besides, it looks like it didn't make a difference anyways."

"What do you mean?"

"I saw you. You were with that guy back in Times Square. You ran up to him and held him and, and… you forgot about me."

"Peter… I"

"I thought about getting back to you every day and night. But after seeing you with him… I knew that you had moved on. I just wanted to jump down there and show you I was alive and take you somewhere. But in the end, I can see that I should never have told you who I was. I never should have brought you into all this. Face it Mary, you're better off without me. I ruined your life. You don't deserve any of this crap for having me in your life."

Mary Jane stepped closer to him. Her bottom lip quivered and she shook slightly from the sting of his words. "How can you say that? How can you think that I, I…" She paused a moment as her whole body shook. "I hate you."

"Mary…" Her words took him by surprise.

"I hate you."

He reached out and pulled her close to him.

"I hate you! I hate you!" Her hands pounded his chest as hard as they could while she cried out those words but despite what she said to him he continued to hold her in his arms with his eyes closed tightly.

"I know," he said.

"I hate you! I hate you! I… I…" She began to bawl in his arms, and buried her face in his chest. "I love you."

She held him tight as he did the same to her while she continued to cry without abandon. He picked her head up to look in her eyes and the two kissed again.

"I know. I love you too," he quietly told her.

Outside, the world went on about its business. Inside the mid-renovated apartment two individuals, after being separated, united.

To be concluded


	12. Chapter 12

Part 12

If it hadn't been for Mary Jane's cell phone alerting her to an incoming call, the two would have slept for longer than they did. The shrill sound of the device instantly woke them; however, it was the seventh one to go unanswered as once again it went unheeded and forced the caller to go to voicemail.

At the same time, both teenagers took in deep breaths and stretched out under a sheet. The bed they shared for the night was large but they awoke extremely close together. Neither of them wanted to separate.

As Peter finished stretching, Mary Jane couldn't help but look up at him and let out a giggle. She wrapped him in her arms again as he did the same to her.

"Didn't think we would be doing this again, tiger."

"Me either. But I'm glad it worked out this way." He raised her chin up and kissed her before sweeping the hair off the side of her face. "I'm sorry I didn't get back to you sooner. I wanted to. It's just…"

"That doesn't matter now. You're alive and I'm never letting you go."

"What about your boyfriend?" he asked, sitting up.

"What boyfriend?" She rose to sit up next to him.

"The guy you were with back in Times Square. After you posed for the photographer…"

"I posed for another. He's not my boyfriend. He's a model too."

A guilty grin crept up on Peter's face. "He's a model?"

She nodded.

"He's not your boyfriend?"

"Nope. We were posing for more shots." She had a slight smile.

"So there was never a chance that you and him would have…"

"Peter, he's gay."

Realizing the mistake he made, all he could do was snicker with Mary Jane doing the same. When the brief moment of levity ended he looked down at her again. "I've been thinking and I'm serious about this. Since everyone thinks I'm dead, since there's someone else posing as me, I think it's time to stop being Spider-Man and just be Peter Parker from now on."

He paused for a moment to see Mary Jane's reaction before continuing. She just stared back at him.

"I have a chance to start over. I can go back to school, concentrate on classes and be with you whenever I want to without having to run off somewhere. We could go on dates without having to put them on hold while I run off in my colorful underwear to rescue someone or to stop a villain or criminal or crazy person from doing something insane."

Mary Jane moved to face Peter with the sheet clutched to her chest. "Peter, you can't do that."

"Why not? I'll give up the costume for you. It'll just be the two of us with no…"

"You can't do that. I knew you and what you're saying isn't you." She moved closer to him. "I can see us on dates. I can see us together at school or home. I just can't see you turning your back on people who need you."

As Peter looked at her and listened to her words, she moved to straddle his lap.

"You're not going to ignore someone who needs your help for the sake of being with me. I know it sounds selfish but I wish you could stop being your other half too. But I know that's impossible. You were given your powers for a reason. You've not only saved me several times over but you've saved countless others as well. The reason you can't stop doing what you're doing is because you're a hero. That's one of the reasons I love you. You're a hero. My hero."

Her words were not heard but absorbed by him. Like in the past, he was quick to make a snap decision, thinking it was the right course of action without considering those around him. Mary Jane was right. She knew him better than he knew himself. For that, he was more than grateful for her. He reached out to pull her head closer and rested her forehead on his.

"I love you, Mary Jane."

"I love you, Peter."

The two began to kiss again while moving back to a more horizontal position beneath the sheets.

It wasn't until mid-afternoon when the two lovers left the apartment. Peter once again donned his hood and face covering, carrying Mary Jane as he swung toward Queens. She loved the sheer excitement of darting between buildings high above the earth with the wind flowing through her hair and being held by Peter. Kate Winslet didn't know what real flying was, unlike MJ. She couldn't help but pull his hood and face covering off to plant a long, deep kiss on him as they passed over the people far below. It caught him so unexpectedly that he momentarily went off course and landed on the side of a nearby building. With his feet planted on the skyscraper and a hand gripping a webline, he held onto Mary Jane tightly with the other as she lay on top of him while they kissed deeply with the wind sweeping through their hair.

Sometime later, Peter and Mary Jane stood in front of the house of May Parker. For the last several minutes they stood between two houses across the street. He paced back and forth nervously as he tried to decide if this was the right thing to do. Everyone was there inside the house. May Parker sat alone in the living room reading a newspaper while Bobby and Johnny played a videogame upstairs. Gwen was sitting beside the large window in Peter's old room reading a book that belonged to him and could be seen from the street below.

"Are you sure you're ready for this?" Mary Jane asked.

"Yeah. I have to go home. It's just… I don't know what to expect when I go in there."

"What if I go in with you?" She reached out and took his hand.

With a deep breath Peter nodded and crossed street with her. The two held hands the entire way to the house and slowly climbed the steps to the front door. He reached out and hesitated a moment before ringing the doorbell and anxiously waited for the door to open.

He let out another deep breath as Mary Jane held onto his arm to give him some support before seeing his aunt again. He squeezed her hand gently as the sound of footsteps approached.

"Well," he said. "I'm back."

The door opened.

End

I hope everyone who read this enjoyed doing so. As I stated earlier, I don't like what Marvel is doing with the character and this is my version of what should happen in the Ultimate Spider-Man series, sort of an official – unofficial story.

Also a song that popped in my head while writing this is Placebo's _Running Up That Hill._ It just fits the overall mood I tried to achieve.

Again, thanks for reading.


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